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KWG Resources Inc.: Convertible Debenture Placement

02 Oct 2017

Toronto, Ontario–(Newsfile Corp. – October 2, 2017) – KWG Resources Inc. (CSE: KWG) (CSE: KWG.A) (FSE: KW6) (“KWG”) has received listing approval from the Canadian Securities Exchange to complete a subscription for the private placement of a $500,000 debenture convertible into units with a deemed value of $21 per unit (each a “Unit”) plus an Option to acquire a further such debenture at any time within 120 days from closing.

Each Unit will be comprised of four KWG.A multiple voting shares and two multiple voting share purchase warrants with each such warrant enabling its holder to acquire one further KWG.A multiple voting share from treasury upon payment of $7.50 at any time within two years from the date of the debenture’s issue.

The debentures will bear interest at a rate of 12% per annum, accruing daily, compounding annually and payable at the earlier of maturity, redemption or conversion, in KWG.A multiple voting shares from treasury at their volume-weighted average price for the ten trading days prior to payment. The debentures will secure repayment of the principal, plus interest earned thereon to the date of payment, plus a premium of 20% of the original principal amount payable immediately following issuance of the debenture by the issuance of Units with a deemed value of $21 per Unit. At any time and from time to time, KWG will have the right, upon not less than 30 days’ notice (each a “Redemption Date”) to redeem debentures in whole or in part by payment in cash. At any time before any such Redemption Date, the debenture holder may elect to exercise the conversion privilege in whole or in part rather than having KWG redeem all or part of the debenture.

About KWG:

KWG is the Operator of the Black Horse Joint Venture after acquiring a vested 50% interest through Bold Ventures Inc. which is carried for 10% (20% of KWG’s equity in the JV) by KWG funding all exploration expenditures. KWG also owns 100% of CCC which has staked claims and conducted a surveying and soil testing program, originally for the engineering and construction of a railroad to the Ring of Fire from Aroland, Ontario. KWG subsequently acquired intellectual property interests, including a method for the direct reduction of chromite to metalized iron and chrome using natural gas. KWG subsidiary Muketi Metallurgical LP is prosecuting two chromite-refining patent applications in Canada, India, Indonesia, Japan, Kazakhstan, South Africa, South Korea, Turkey, and USA. The national phase filings are under review in each of those jurisdictions.

Forward-Looking Statements: Information set forth in this news release may involve forward-looking statements under applicable securities laws. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this document are made as of the date of this document and KWG disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation. Although management believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. This news release does not constitute an offer to sell or solicitation of an offer to buy any securities that may be described herein and accordingly undue reliance should not be put on such. Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this news release.